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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


 DATE OF REPORT (Date of earliest event reported):          SEPTEMBER 24, 1998



                                RUTHERFORD-MORAN
                                OIL CORPORATION
               (Exact name of registrant as specified in charter)




                                                                      
                     DELAWARE                      000-20849                           76-0499690
             (State of Incorporation)        (Commission File No.)       (I.R.S. Employer Identification No.)




            5 GREENWAY PLAZA, SUITE 220
                  HOUSTON, TEXAS                                                         77046
     (Address of Principal Executive Offices)                                         (Zip Code)



      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (713) 622-5555


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ITEM 5.   OTHER EVENTS.

         The Company previously delayed its Annual Meeting of Stockholders from
May 1998 while it continues to explore various strategic alternatives, including
the possible merger or sale of the Company.  The Board of Directors of the
Company has now set the 1998 Annual Meeting of Stockholders of Rutherford-Moran
Oil Corporation for 9:00 a.m. on December 15, 1998 at the Sheraton Luxury
Collection Hotel in Houston, Texas.

         Written notice of stockholder proposals must be delivered to or mailed
and received by the Secretary of the Company at the Company's principal
executive offices no later than October 8, 1998 (1) for inclusion in the
Company's proxy statement and form of proxy for the Annual Meeting and (2) for
any proposal to be properly brought before the Annual Meeting in accordance
with Section 12 of the Company's by-laws.

         Also, unless the Company has notice, prior to October 8, 1998, of a
matter to come before the meeting, the Company's proxy for the meeting will
confer discretionary authority to vote on such matter.

         A copy of the press release announcing the date of the Company's
Annual Meeting of Stockholders and the deadline for submitting stockholder
proposals is filed as Exhibit 99.1 and is hereby incorporated herein by
reference.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

         (c)     Exhibits.

          99.1   Press release of Rutherford-Moran Oil Corporation dated
                 September 24, 1998





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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            RUTHERFORD-MORAN OIL CORPORATION



Dated: September 24, 1998                         /s/ DAVID F. CHAVENSON        
                                            ------------------------------------
                                                     David F. Chavenson
                                                 Vice President, Finance and 
                                                 Chief Financial Officer and 
                                                     Corporate Secretary





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                               INDEX TO EXHIBITS

        Number                                 Exhibit
        ------                                 -------
         99.1           Press release of Rutherford-Moran Oil Corporation dated
                        September 24, 1998





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